Procedures for outward investment registration according to the laws of Vietnam

Promoting outward investment in a reasonable manner can bring many benefits to investors in particular and for the country in general. Outward investment registration is an important legal procedure that helps to manage outward investment activities according to state policies and orientations, ensuring the harmonious interests of entities in investment activities. Let’s join Lawyer X to find out about this issue through the following situation: “Hello, lawyer! My company wants to apply for an offshore investment registration certificate, so I want to know the current general legal provisions on outward investment registration. What are the conditions and procedures to be granted an out ward investment registration certificate? Thank you for your advice! “

Legal grounds

Law on Investment

Conditions for issuance of outward investment registration certificate

– Outward investment activities shall adhere to the rules prescribed in Article 51 of Law on Investment

– Outward investment activities do not involve any business line banned from outward investment as prescribed in Article 53 of Law on Investment and conditions for outward investment applicable to business lines subject to conditional outward investment as prescribed in Article 54 of Law on Investment are satisfied.

– The investor makes a commitment to prepare foreign currencies itself/herself/himself or obtains a commitment to prepare foreign currencies from an authorized credit institution for the purposes of conducting outward investment activities.

– There is an outward investment decision as prescribed in Article 59 of Law on Investment.

– There is a tax authority’s certification of the fulfillment of tax obligation by the investor. Such certification must be issued by the tax authority within the last 03 months.

– If the investment project is subject to approval for its outward investment guidelines, the Ministry of Planning and Investment shall issue the outward investment registration certificate to the investor within 05 working days from receipt of the written approval for investment guidelines and the outward investment decision prescribed in Article 59 of Law on Investment.

– Regarding the investment project not mentioned in Clause 1 of article 60 of Law on Investment, the investor shall submit an application for issuance of an outward investment registration certificate to the Ministry of Planning and Investment. The application consists of:

+ An outward investment registration form;

+ A document concerning the legal status of the investor;

+ The outward investment decision prescribed in Article 59 of Law on Investment;

+ A commitment to balance foreign currency sources or a commitment of an authorized credit institution to provide foreign currencies for the investor prescribed in Clause 3 Article 60 of Law on Investment;

+ With regard to an outward investment project in the business lines specified in Clause 1 Article 54 of Law on Investment, the investor shall submit a certification of the investor’s fulfillment of conditions for outward investment issued by a competent authority in accordance with the relevant regulations of law (if any).

– In case the amount of foreign currency capital transferred abroad is VND 20 billion or more, the Ministry of Planning and Investment shall request the State Bank of Vietnam to provide opinions in writing.

– Within 15 days from receipt of the application prescribed in Clause 2 of Article 60 of Law on Investment, the Ministry of Planning and Investment shall issue an outward investment registration certificate; in case of rejection of the application, a written explanation shall be provided to the investor.

Contents of outward investment registration certificate

Contents of outward investment registration certificate comprise:

– Investment project code.

– The investor.

– Name of the investment project and name of the foreign business entity (if any).

– Investment objectives and location.

– Investment form, investment capital and sources of such capital, investment capital form, outward investment schedule.

– Rights and obligations of the investor.

– Investment incentives and assistance (if any).

Adjustment of outward investment registration certificate

– An investor shall follow procedures for adjusting the outward investment registration certificate in the following cases:

+ Change of the Vietnamese investor;

+ Investment form;

+ Change of outward investment capital; sources of investment capital and form of such capital;

+ Change of investment location with respect to the investment project requiring an investment location;

+ Change of main objective of the outward investment activity;

+ Use of profit derived from outward investment according to Points a and b Clause 1 Article 67 of Law on Investment.

– The investor must update changes other than those prescribed in Clause 1 of Article 63 of Law on Investment on the national investment information system.

– An application for adjustment of the outward investment registration certificate includes:

+ An application form for adjustment of the outward investment registration certificate;

+ A document concerning the legal status of the investor;

+ A report on operation of the investment project up to the date of submission of the application for adjustment of the investment registration certificate;

+ A decision on adjustment to the outward investment activity pursuant to Article 59 of Law on Investment or the documents prescribed in Point e Clause 1 Article 57 of Law on Investment;

+ A copy of the outward investment registration certificate;

+ The tax authority’s certification of the investor’s fulfillment of the tax payment obligation in case of increasing the outward investment capital.  Such certification must be issued by the tax authority within the last 03 months.

– The Ministry of Planning and Investment shall adjust the outward investment registration certificate within 15 days from receipt of the application specified in Clause 3 of this Article.63 of Law on Investment

– If the investment project is subject to approval for its outward investment guidelines, the Ministry of Planning and Investment shall follow procedures for the outward investment guideline approval before adjusting the outward investment registration certificate as prescribed in Clause 1 and Clause 8 Article 57 of Law on Investment.

– If the adjustment to the outward investment registration certificate results in the investment project being subject to approval for its outward investment guidelines, the investor has to apply for approval for outward investment guidelines before adjusting the outward investment registration certificate.

– The agency or person that has the power to approve outward investment guidelines also has the power to approve adjustments to outward investment guidelines. The agency or person that has the power to make the outward investment decision also has power to make a decision on adjustment to contents of the outward investment decision.

– If the adjustment to an investment project results in the project being subject to approval for its investment guidelines by an authority at a higher level, such authority will have the power to adjust outward investment guidelines.

Invalidation of outward investment registration certificate

– The outward investment registration certificate shall be invalidated in the following cases:

+ The investor decides to terminate the investment project;

+ The investment project duration is over in accordance with law of the host country;

+ The investment project has to be terminated according to the conditions set out in the contract or charter of the enterprise;

+ The investor transfers all outward investment capital to a foreign investor;

+ The investor fails to execute or is unable to execute the investment project in line with the schedule registered with the regulatory agency within 24 months from the date of issuance of the outward investment registration certificate and fails to follow the procedures for adjusting the execution schedule of the investment project;

+ The foreign business entity is dissolved or goes bankrupt in accordance with the law of the host country;

+ Pursuant to a judgment or decision of a court or an arbitral award;

– The investor shall follow the procedures for termination of the outward investment project in accordance with the law of the host country and the procedures for invalidation of the outward investment registration certificate.

– The Ministry of Planning and Investment shall invalidate the outward investment registration certificate.

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